Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
The
Company maintains disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company has
designed these controls and procedures to ensure that information the Company is required to disclose in reports filed under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated
and communicated to Company management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)
as appropriate, to allow timely decisions regarding required disclosure.
Under
the supervision and with the participation of the Company’s management, including the CEO and CFO, the Company has evaluated the
effectiveness of its disclosure controls and procedures as required by Exchange Act as of the end of the period covered by this Annual
Report on Form 10-K. Based on that evaluation, the CEO and CFO have concluded that its disclosure controls and procedures were not effective
as of December 31, 2025, because of the material weakness in the Company’s internal control over financial reporting as described
below.
Management’s
Annual Report on Internal Control Over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f)
under the Exchange Act. The Company’s internal control over financial reporting is a process that is designed to provide reasonable,
but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP, and includes those policies and procedures that:
●
Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets
of the Company,
●
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Company’s
Board of Directors, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.
Management
performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025
based on the criteria in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. The objective of this assessment was to determine whether the Company’s internal control over financial
reporting was effective as of December 31, 2025. Based on that assessment management believes that as of December 31, 2025, the Company’s
internal control over financial reporting was not effective.
The
Company identified a material weakness related to information technology general controls (“ITGCs”) because the Company did
not design and maintain effective ITGCs for information systems that are relevant to the preparation of the financial statements. Specifically,
deficiencies were identified related to user access controls and program change management controls for financial systems. These deficiencies
resulted in related control deficiencies with respect to information generated from the impacted systems and used in the performance
of controls relevant to the preparation of the financial statements. The material weakness related to the ITGCs did not result in adjustments
to the financial statements for the year ended December 31, 2025.
The
Company’s registered public accounting firm has issued its report on its audit of the effectiveness of internal control over financial
reporting, which is included herein and set forth below.
Changes
in Internal Control Over Financial Reporting
The
Company is taking actions to remediate the material weakness relating to its internal control over financial reporting. Other than the
changes to the Company’s internal control over financial reporting described in “Remediation Plan and Status” below,
there were no changes to the Company’s internal control over financial reporting as defined by Rule 13a-15(f) under the Exchange
Act during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
Remediation
Plan and Status
The
Company is committed to remediating its material weaknesses as promptly as possible. Management is in the process of implementing its
remediation plan. Management will test the ongoing operating effectiveness of the new and existing controls in future periods. The material
weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and
management has concluded, through testing, that these controls are operating effectively. Management cannot assure you that the measures
taken to date, and are continuing to implement, will be sufficient to remediate the material weakness identified or avoid potential future
material weaknesses.
131
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the shareholders and the Board of Directors of Security National Financial Corporation
Opinions
on Internal Control over Financial Reporting
We
have audited the internal control over financial reporting of Security National Financial Corporation and subsidiaries (the
“Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect
of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal
Control — Integrated Framework (2013) issued by COSO.
We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 16, 2026, expressed an
unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of a new
accounting standard.
Basis
for Opinion
The
Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
132
Definition
and Limitations of Internal Control over Financial Reporting
A
company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Material
Weakness
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented
or detected on a timely basis. The following material weakness has been identified and included in management’s assessment:
●
The
Company did not design and maintain effective information technology general controls (“ITGCs”) for information systems
that are relevant to the preparation of the financial statements. Specifically, deficiencies were identified related to user access
controls and program change management controls for financial systems. These deficiencies resulted in related control deficiencies
with respect to information generated from the impacted systems and used in the performance of controls relevant to the preparation
of the financial statements.
This
material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated
financial statements as of and for the year ended December 31, 2025, of the Company, and this report does not affect our report on such
financial statements.
/s/ Deloitte & Touche LLP
Salt
Lake City, UT
March
16, 2026
133
Item
9B. Other Information
A
portion of the Company’s directors’ and officers’ compensation is in the form of equity awards and, from time to time,
they may engage in open-market transactions with respect to their Company securities for diversification or other personal reasons. All
such transactions in Company securities by directors and officers must comply with the Company’s Insider Trading Policy, which
requires that transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of
material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers
to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in
possession of material nonpublic information. During the three months ended December 31, 2025, no directors or officers adopted or terminated
a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item
408(a) of Regulation S-K.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable
PART
III
Items
10, 11, 12, 13 and 14.
The
information required by these items is incorporated by reference to the Company’s definitive proxy statement relating to its 2026
Annual Meeting of Shareholders. The Company currently anticipates that its definitive proxy statement will be filed with the SEC not
later than 120 days after December 31, 2025, pursuant to Regulation 14A of the Securities and Exchange Act of 1934, as amended.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
(a)(1)
Financial
Statements
See
“Index to Consolidated Financial Statements” under Item 8 above.
(a)(2)
Financial
Statement Schedules
All
schedules to the consolidated financial statements required by Article 7 of Regulation S-X are not required under the related instructions
or are inapplicable and therefore have been omitted.
(a)(3)
Exhibits
The
following Exhibits are filed herewith pursuant to Rule 601 of Regulation S-K or are incorporated by reference to previous filings.
3.1
Amended and Restated Articles of Incorporation (3)
3.2
Amended and Restated Bylaws (5)
4.1
Specimen
Class A Stock Certificate (1)
4.2
Specimen
Class C Stock Certificate (1)
4.3
Specimen
Preferred Stock Certificate and Certificate of Designation of Preferred Stock (1)
4.4
Description of Securities
10.1
Employee
Stock Ownership Plan, as amended and restated (ESOP) and Trust Agreement (1)
10.2
Amended and Restated 2013 Stock Option and Other Equity Incentive Awards Plan (2)
10.3
Amended and Restated 2014 Director Stock Option Plan (6)
10.4
Employment Agreement and Extension with Scott M. Quist (8)
10.5
Stock Repurchase Plan (4)
10.6
2022 Equity Incentive Plan (7)
14
Code of Business Conduct and Ethics (5)
19
Insider Trading Policy (7)
20
Clawback Policy (7)
21
Subsidiaries of the Registrant
31.1
Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
(1)
Incorporated
by reference from Registration Statement on Form S-1, as filed on June 29, 1987
(2)
Incorporated
by reference from Report on Form 10-Q, as filed on August 15, 2016
(3)
Incorporated
by reference from Report on Form 10-K, as filed on March 31, 2017
(4)
Incorporated
by reference from Report on Form 10-Q, as filed on November 13, 2018
(5)
Incorporated
by reference from Report on Form 10-Q, as filed on May 15, 2019
(6)
Incorporated
by reference from Report on Form 10-Q, as filed on August 14, 2020
(7)
Incorporated
by reference from Report on Form 10-K, as filed on March 29, 2024
(8)
Incorporated
by reference from Report on Form 10-K, as filed on March 31, 2025
Item
16. Form 10-K Summary
Not
applicable
134
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SECURITY
NATIONAL FINANCIAL CORPORATION
Dated:
March 16, 2026
By:
/s/
Scott M. Quist
Scott
M. Quist
Chairman
of the Board, President, and Chief Executive Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE
TITLE
DATE
/s/
Scott M. Quist
Chairman
of the Board, President,
Scott
M. Quist
and
Chief Executive Officer
(Principal
Executive Officer)
March
16, 2026
/s/
Garrett S. Sill
Chief
Financial Officer and
Garrett
S. Sill
Treasurer
(Principal Financial
and
Accounting Officer)
March
16, 2026
/s/
Jason G. Overbaugh
Vice
President and Director
March
16, 2026
Jason
G. Overbaugh
/s/
S. Andrew Quist
Vice
President and Director
March
16, 2026
S.
Andrew Quist
/s/
Adam G. Quist
Vice
President and Director
March
16, 2026
Adam
G. Quist
/s/
John L. Cook
Director
March
16, 2026
John
L. Cook
/s/
Gilbert A. Fuller
Director
March
16, 2026
Gilbert
A. Fuller
/s/
Robert G. Hunter
Director
March
16, 2026
Robert
G. Hunter
/s/
Shital A. Mehta
Director
March
16, 2026
Shital
A. Mehta
/s/
H. Craig Moody
Director
March
16, 2026
H.
Craig Moody
135
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.